Exhibit 5 under Form N1-A
Exhibit EX-10 under item 601/Reg. S-K
FEDERATED STOCK TRUST
INVESTMENT ADVISORY CONTRACT
This Contract is made between FEDERATED MANAGEMENT, a Delaware business
trust having its principal place of business in Pittsburgh, Pennsylvania
(hereinafter referred to as "Adviser"), and FEDERATED STOCK TRUST, a
Massachusetts business trust having its principal place of business in
Pittsburgh, Pennsylvania (hereinafter referred to as the "Fund"), and is based
on the following premises:
(a) That the Fund is an open-end management investment company as
that term is defined in the Investment Company Act of 1940 and is
registered as such with the Securities and Exchange Commission;
(b) That Adviser is engaged in the business of rendering investment
advisory and management services.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. The Fund hereby appoints Adviser as investment adviser and Adviser
accepts the appointment. Subject to the direction of the Trustees of the Fund,
Adviser shall provide investment research and supervision of the investments of
the Fund and conduct a continuous program of investment evaluation and of
appropriate sale or other disposition and reinvestment of the Fund's portfolio.
2. Adviser, in its supervision of the investments of the Fund will be
guided by the Fund's fundamental investment policies and the provisions and
restrictions contained in the Declaration of Trust and By-Laws of the Fund and
as set forth in the Registration Statements and exhibits as may be on file with
the Securities and Exchange Commission.
3. The Fund shall pay or cause to be paid all of its expenses, including,
without limitation, the expenses of continuing the Fund's existence; fees and
expenses of officers and Trustees of the Fund; fees for investment advisory
services and administrative personnel and services; fees and expenses of
preparing and printing amendments to its Registration Statements under the
Securities Act of 1933 and the Investment Company Act of 1940; expenses of
continuing the registration of the Fund and its shares under Federal and State
laws and regulations; expenses of preparing, printing and distributing
prospectuses (and any amendments thereto) to shareholders, interest expense,
taxes, fees and commissions of every kind; expenses of issue (including cost of
Shares certificates), purchase, repurchase, and redemption of shares, including
expenses attributable to a program of periodic issue; charges and expenses of
custodians, transfer agents, dividend disbursing agents; Shareholder servicing
agents and registrars; printing and mailing costs, auditing, accounting and
legal expenses; reports to shareholders and governmental officers and
commissions; expenses of meetings of Trustees and shareholders and proxy
solicitations therefor; insurance expenses; association membership dues and such
nonrecurring items as may arise, including all losses and liabilities incurred
in administering the Fund. The Fund will also pay such extraordinary expenses
as may arise, including expenses incurred in connection with litigation,
proceedings and claims and the legal obligations of the Fund to indemnify its
officers and Trustees and agents with respect thereto.
4. Adviser agrees to accept as full compensation for all services rendered
hereunder an investment advisory fee at an annual rate ranging from .75 of 1% on
the first $500 million of average daily net assets of the Fund to 0.40 of 1% on
average daily net assets in excess of $2 billion as specified below:
(a)
MAXIMUM INVESTMENT
ADVISORY FEE AVERAGE DAILY NET ASSETS OF THE FUND
.75% on the first $500 million
.675% on the next $500 million
.600% on the next $500 million
.525% on assets in excess of $500 million
.40% on amounts in excess of $2,000,000,000
(b) Adviser shall reimburse the Fund (limited to the amount of the
gross investment advisory fee computed in accordance with the provisions of
subparagraph (a) of this paragraph 4) in any fiscal year or portion
thereof, the amount, if any, by which the aggregate normal operating
expenses of the Fund, including the gross investment advisory fee but
excluding interest, taxes, brokerage commissions, Federal and state
registration fees, expenses of withholding taxes and extraordinary expenses
for such fiscal year or portfolio thereof exceed 1% of the average daily
net assets of the Fund for such period. This obligation does not include
any expenses incurred by shareholders who choose to avail themselves of the
Transfer Agent's sub-accounting facilities. Such reimbursement will be
accounted for and adjusted annually in accordance with generally accepted
principles and any Rules and Regulations of the Securities and Exchange
Commission applicable thereto.
(c) Such fee shall be accrued daily at a rate of 1/365th of the
investment advisory fee as set forth in the schedule above applied to the
daily net assets of the Fund. The advisory fee so accrued shall be paid to
Adviser daily.
5. The net asset value of Fund Shares as used herein will be calculated to
the nearest 1/10th of one cent.
6. The Adviser may from time to time and for such periods as it deems
appropriate reduce its compensation (and, if appropriate, assume expenses of the
Fund) to the extent that the Fund's expenses exceed such lower expense
limitation as the Adviser may, by notice to the Fund, voluntarily declare to be
effective.
7. The term of this Contract shall continue in effect for two years from
the date of its execution and from year to year thereafter, subject to the
provisions for termination and all of the other terms and conditions hereof if:
(a) such continuation shall be specifically approved at least annually by the
vote of a majority of the Trustees of the Fund, including a majority of the
Trustees who are not parties to this Contract or interested persons of any such
party (other than as Trustees of the Fund) cast in person at a meeting called
for that purpose; and (b) Adviser shall not have notified the Fund in writing
at least sixty (60) days prior to the anniversary date of this Contract in any
year thereafter that it does not desire such continuation.
8. Notwithstanding any provision in this Contract, it may be terminated at
any time, without the payment of any penalty, by the Trustees of the Fund or by
a vote of the shareholders of the Fund on sixty (60) days' written notice to
Adviser.
9. This Contract may not be assigned by Adviser and shall automatically
terminate in the event of any assignment. Adviser may employ or contract with
such other person, persons, corporation, or corporations at its own cost and
expense as it shall determine in order to assist it in carrying out this
Contract.
10. In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of obligations or duties under this Contract on the party of
Adviser, Adviser shall not be liable to the Fund or any shareholder for any act
or omission in the course of or connected in any way with rendering services or
for any losses that may be sustained in the purchase, holding or sale of any
security.
11. This Contract may be amended at any time by agreement of the parties,
provided that the amendment shall be approved both by the vote of a majority of
the Trustees of the Fund, including a majority of Trustees who are not parties
to this Contract or interested persons of any such party to this Contract (other
than as Trustees of the Fund), cast in person at a meeting called for that
purpose, and by the folders of a majority of the outstanding voting securities
of the Fund.
12. The parties hereto acknowledge that Federated Investors has reserved
the right to grant the non-exclusive use of the name "Federated" or any
derivative thereof to any other investment company, investment adviser,
distributor, or other business enterprise, and to withdraw from the Fund the use
of the name "Federated." The name "Federated" will continue to be used by the
Fund so long as such use is mutually agreeable to Federated Investors and the
Fund.
13. Adviser is hereby expressly put in notice of the limitation of
liability as set forth in Article XI of the Declaration of Trust and agrees that
the obligations assumed by the Fund pursuant to this Contract be limited in any
case to the Fund and its assets and Adviser shall not seek satisfaction of any
such obligation from the shareholders of the Fund, the Trustees, officers,
employees, or agents of the Fund, or any of them.
14. This Contract shall be construed in accordance with and governed by
the laws of the Commonwealth of Pennsylvania.
15. The Fund is hereby expressly put on notice of the limitation of
liability as set forth in the Declaration of Trust of the Adviser and agrees
that the obligations assumed by the Adviser pursuant to this Contract shall be
limited in any case to the Adviser and its assets and, except to the extent
permitted by the Investment Company Act of 1940, the Fund shall not seek
satisfaction of any such obligation from the shareholders of the Adviser, the
Trustees, officers, employees or agents of the Adviser, or any of them.
IN WITNESS WHEREOF, the parties have caused this Contract to be executed on
their behalf by their duly authorized officers and their seals to be affixed
hereto this 1st day of August 1989.
ATTEST: FEDERATED MANAGEMENT
/s/ Xxxx X. XxXxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
Secretary Vice President
ATTEST: FEDERATED STOCK TRUST
/s/ Xxxx X. XxXxxxxxx By: /s/ Xxxx X. Xxxxxxx
